Antony (Tony) Carter, Chairman

Mr Carter is Chairman of Fisher & Paykel Healthcare Limited, a director of Fletcher Building Limited and ANZ Bank New Zealand Limited and Independent Chairman of Blues LLP.

He attended the University of Canterbury where he studied chemical engineering, graduating with a Bachelor in Engineering with honours and a Masters in Engineering in 1980. He then went on to study at Loughborough University of Technology in the United Kingdom and graduated in 1982 with a Master of Philosophy degree.

Mr Carter worked for his family company, Carter Group Limited, in Christchurch until 1986 when he purchased a Mitre 10 hardware store, also eventually serving as a director of Mitre 10 New Zealand Limited and becoming Chairman of Mitre 10 New Zealand Limited in 1993.

In 1994 Mr Carter was appointed General Manager and Chief Executive designate of Foodstuffs (South Island) Limited. In 1995 he was appointed Chief Executive of Foodstuffs (South Island) Limited and in 2001, was appointed Managing Director of Foodstuffs (Auckland) Limited and Managing Director of Foodstuffs (New Zealand) Limited until he retired in December 2010. The Foodstuffs Group is New Zealand’s largest retail organisation.

Janice (Jan) Dawson, Deputy Chair

BCom, FCAIndependent Non-Executive Director (Appointed 1 April 2011)

Ms Dawson is Chairman of Westpac New Zealand and a director of AIG Insurance New Zealand Limited, Beca Group Limited, and Meridian Energy Limited. Ms Dawson is a member of the University of Auckland Council, the Capital Investment Committee of the National Health Board and a Trustee of the National Maritime Museum.

Ms Dawson was a partner of KPMG for 30 years, specialising in audit and risk advisory, and the Chair and Chief Executive of KPMG New Zealand from 2006 until 2011.

Ms Dawson holds a Bachelor of Commerce from the University of Auckland. She is a Fellow of the New Zealand Institute of Chartered Accountants, a Fellow of the Institute of Directors in New Zealand, a Paul Harris Fellow and a North Shore Business Hall of Fame Laureate (2010). Ms Dawson was named Chartered Accountant of the Year in 2011 by the New Zealand Institute of Chartered Accountants.

Robert (Rob) Jager

Mr Jager is Chairman of the Shell Companies in New Zealand and General Manager, Shell Todd Oil Services. He chaired the Workplace Health and Safety Review Taskforce in New Zealand which has been instrumental in encouraging fundamental changes to New Zealand’s approach to workplace health and safety. Mr Jager chairs the Petroleum Exploration and Production Association NZ as well as the Business Leaders Health and Safety Forum. Mr Jager is a Director for National Science Challenge - Sustainable Seas - Project.

Mr Jager joined Shell in New Zealand in 1978 as an engineering cadet. He completed his Bachelor of Engineering degree in 1983 with 1st Class Honours and later gained an MBA with Distinction. Mr Jager has nearly 40 years experience in the oil and gas industry, working for Shell in a variety of engineering, project, operational, business, management, and governance roles in New Zealand and overseas.

A crucial part of his roles for Shell and Shell Todd Oil Services are full accountability for all aspects of personal and process safety. Mr Jager provides visible leadership in these critical areas. Mr Jager has been Chairman of the Air New Zealand Safety Committee since September 2014.

Linda Jenkinson

Ms Jenkinson is the Chair and Co-Founder of John Paul Inc., a United Kingdom based global concierge services and digital solutions company that services some of the world’s leading customer facing businesses.

Ms Jenkinson is currently director and secretary of Massey University US Foundation and an advisory member of Global Women.

Ms Jenkinson holds a Master of Business Administration from The Wharton School, University of Pennsylvania and a Bachelor of Business Studies from Massey University.

In 2016, Ms Jenkinson was named a World Class New Zealander and has been awarded as one of the most influential women in the Bay Area for 2014 by the San Francisco Business Times and was the 2014 recipient of Massey University’s Sir Geoffrey Peren Award, which recognises a graduate who has reached the highest level of achievement or who has been of significant service to the University, community or nation.

Rt Hon Sir John Key

Sir John was Prime Minister of New Zealand from 2008 to 2016. He successfully led the country through the aftermath of the global financial crisis and a series of devastating earthquakes in New Zealand's second-biggest city, Christchurch. Among his portfolios, Sir John was Minister for Tourism. In this role he promoted New Zealand offshore and oversaw substantial growth in New Zealand's tourism industry. He retains a strong interest in the best that our country has to offer both local and international tourists.

Sir John is well respected in international affairs. He chairs the International Democrat Union and chaired the United Nations Security Council in 2016. Sir John, who was knighted in the 2017 Queen's Birthday Honours, has also been appointed an Honorary Companion of the Order of Australia.

Sir John's current business activities include a role advising a $200 billion United States corporation on its investments in China as well as an advisory role with a New York fund manager.

Sir John worked in investment banking for 20 years primarily for Bankers Trust in New Zealand and Merrill Lynch in Singapore, London and Sydney. His positions included heading Merrill Lynch's global foreign exchange business along with responsibility for European derivative trading and E. Commerce. He was a member of the Foreign Exchange Committee of the Federal Reserve Bank of New York (1999-2001).

Jonathan Mason

Mr Mason has more than 30 years experience in the financial sector, with an emphasis on emerging markets.

Prior to joining Air New Zealand’s Board in March 2014, he was Fonterra Co-operative Group’s Chief Financial Officer.

He joined Fonterra in 2009 from US-based chemicals company Cabot Corporation where he was Executive Vice-President and Chief Financial Officer. Prior to this he was employed as the Chief Financial Officer at forest products company Carter Holt Harvey Limited and also served in senior financial management positions at US based International Paper.

Mr Mason has had governance experience for organisations in both New Zealand and the US. His current directorships include Vector Limited, Westpac NZ and Zespri Group Limited. Mr Mason also serves as an Adjunct Professor of Management at the University of Auckland, specialising in international finance.

Dame Therese Walsh

Dame Therese Walsh is an Independent director and is currently Chairman of TVNZ Ltd, a Director of ASB Bank Limited, and Contact Energy. She is also a Trustee of Wellington Regional Stadium, a Board member of Antarctica New Zealand and Pro Chancellor at Victoria University.

Previously she was the Head of the New Zealand for the ICC Cricket World Cup 2015, and the Chief Operating Officer for Rugby New Zealand 2011 Limited. She has also been a Director of NZ Cricket and Save the Children NZ, CFO at the New Zealand Rugby Union and part of the team that worked on the winning bid to host RWC 2011. Prior to this she was an auditor at KPMG.

Dame Therese is a Fellow of the Institute of Chartered Accountants and a commerce graduate from Victoria University. In 2013, she was named the inaugural supreme winner of the Women of Influence Awards and was awarded a Sir Peter Blake Trust Leadership Award in 2014. She became a Dame Companion of the New Zealand Order of Merit in June 2015.

Dame Therese will succeed Mr Carter as Chairman of Air New Zealand following the 2019 Annual Shareholder Meeting.

Board Charter

This Board Charter sets out the authority, responsibilities, membership and operation of the Board of Directors of Air New Zealand Limited ("the Company"). It is to be read in conjunction with the Constitution of the Company.

Independence of Directors

The Air New Zealand Board has agreed upon a test to assess each of its directors against specific criteria to determine whether they are in a position to exercise independent judgement. For details, see the Board Charter document above.

An independent director is one whom the Board affirmatively determines has no material relationship with Air New Zealand (either directly or as a partner, a substantial security holder or officer of an organisation that has a relationship with the Company) that could reasonably influence their judgement and decision making as a director. Directors are required to notify the Board of all relevant information which may affect their independence.

A majority of directors of Air New Zealand's Board and Audit Committee are independent directors, including the Chairman.

Nomination and selection procedures

The Board is responsible for nominating members to the Board and for filling vacancies on the Board that may occur between annual meetings. In considering potential directors to commend to shareholders, the Board seeks to identify candidates with appropriate skills, knowledge and experience to contribute to effective direction of the Company, who can exercise an independent and informed judgement on matters which come to the Board and who are free of any business or other relationship that may interfere with the exercise of that individual judgement.